EXPERIENCE INVESTMENT CORP. : Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 5, 2021, Experience Investment Corp. (the "Company") held a special meeting of stockholders via remote communication (the "Special Meeting") in connection with the Agreement and Plan of Merger, dated as of December 14, 2020 (as amended or modified from time to time, the "Merger Agreement"), with Experience Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub") and Blade Urban Air Mobility, Inc., a Delaware corporation ("Blade"), providing for, among other things, and subject to the terms and conditions therein, a business combination between Blade and the Company pursuant to the proposed merger of Merger Sub with and into Blade with Blade continuing as the surviving entity (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions"). As of the close of business on March 17, 2021, the record date for the Special Meeting, there were 34,375,000 shares of the Company's common stock, par value $0.001 per share, ("Common Stock") outstanding and entitled to vote, of which the holders of 18,722,047 shares of Common Stock were present or represented by proxy at the Special Meeting, which number constituted a quorum.

Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders of the Company at the Special Meeting:

Proposal 1:       The Business Combination Proposal.

A proposal to adopt the Merger Agreement and approve the transactions contemplated thereby.

 Votes Cast For       Votes Cast Against       Abstentions      Broker Non-Votes
    19,442,673              1,087,824              35,420                   0






Proposal 2:       The Charter Proposal.

A proposal to approve and adopt the second amended and restated certificate of incorporation of the Company.

 Votes Cast For       Votes Cast Against       Abstentions      Broker Non-Votes
    19,418,816              1,089,646              57,455                   0

Proposal 3: The Governance Proposal.

Proposals to vote on, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation presented separately in accordance with the United States Securities and Exchange Commission Requirements:

Proposal 3A: To cause the Company to not be governed by Section 203 of the Delaware General Corporate Law ("DGCL") and, instead, include a provision in the second amended and restated certificate of incorporation that is substantially similar to Section 203 of the DGCL.

 Votes Cast For       Votes Cast Against       Abstentions      Broker Non-Votes
    16,517,827              3,974,752              73,338                   0

Proposal 3B: To approve an increase of the Company's total number of authorized shares of all classes of capital stock from 111,000,000 shares to 402,000,000 shares, which would consist of (i) increasing the authorized Company Class A common stock from 100,000,000 shares to 400,000,000 shares, (ii) increasing the authorized Company preferred stock from 1,000,000 shares to 2,000,000 shares and (iii) eliminating the Company Class B common stock.

 Votes Cast For       Votes Cast Against       Abstentions      Broker Non-Votes
    19,012,928              1,447,031              95,958                   0

Proposal 3C: To approve provisions in the second amended and restated certificate of incorporation that provide that certain transactions are not "corporate opportunities" and that each of Experience Sponsor LLC and each member of the board of directors of the Company (the "Board") who is not an employee of the Company and their respective affiliates and the investment funds affiliated with them and their respective successors and affiliates and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any of the foregoing who serve as officers or directors of the Company are not subject to the doctrine of corporate opportunity.

 Votes Cast For       Votes Cast Against       Abstentions      Broker Non-Votes
    19,328,167              1,158,702              79,048                   0




Proposal 4:       The Incentive Plan Proposal.



A proposal to approve and adopt the 2021 Omnibus Incentive Plan and the material
terms thereunder, including the authorization of the initial share reserve
thereunder.



 Votes Cast For       Votes Cast Against       Abstentions      Broker Non-Votes
    19,227,919              1,259,321              78,677                   0






Proposal 5:       The Director Election Proposal.

A proposal to approve the election of each of seven directors to serve staggered terms on the Board until immediately following the annual meeting of Company stockholders for the calendar year ended December 31, 2021 (Class I), 2022 (Class II) and 2023 (Class III), as applicable, and until their respective successors are duly elected and qualified.

To approve the election of Edward Philip to the Board as a Class I director:

 Votes Cast For      Votes Cast Against      Abstentions
    19,433,247                     0            1,132,670

To approve the election of David Zaslav to the Board as a Class I director:

 Votes Cast For      Votes Cast Against      Abstentions
    19,284,911                     0            1,281,006

To approve the election of Eric Affeldt to the Board as a Class II director:

 Votes Cast For      Votes Cast Against      Abstentions
    19,368,492                     0            1,197,425

To approve the election of Kenneth Lerer to the Board as a Class II director:

 Votes Cast For      Votes Cast Against       Abstentions
    20,498,562                     0              67,355

To approve the election of Jane Garvey to the Board as a Class III director:

 Votes Cast For      Votes Cast Against       Abstentions
    20,492,316                     0              73,601




To approve the election of Robert Wiesenthal to the Board as a Class III
director:



 Votes Cast For      Votes Cast Against       Abstentions
    20,489,146                     0              76,771

To approve the election of Susan Lyne to the Board as a Class III director:

 Votes Cast For      Votes Cast Against       Abstentions
    20,506,980                     0              58,937










Proposal 6:        The Nasdaq Proposal.

A proposal to approve for purposes of complying with Nasdaq Rules 5635(a), (b) and (d), the issuance of (i) more than 20% of the Company's issued and outstanding shares of common stock in connection with the Transactions, and more than 20% of the Company's issued and outstanding shares to a single holder (which may constitute a change of control under the Nasdaq Rules); and (ii) shares of Class A Common Stock to a director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions.

 Votes Cast For       Votes Cast Against       Abstentions      Broker Non-Votes
    19,319,826              1,165,248              80,843                   0






Proposal 7:       The Adjournment Proposal.

A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Governance Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal.

 Votes Cast For       Votes Cast Against       Abstentions      Broker Non-Votes
    19,336,355              1,167,417              62,145                   0

Item 7.01 Regulation FD Disclosure.

The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

On May 5, 2021, the Company issued a press release announcing the approval of the proposals related to the Business Combination at the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits.




Exhibit No.                Description
  99.1          Press Release, dated May 5, 2021.

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